Zerostack Corp. (NASDAQ:ZSTK) ("ZeroStack" or the "Company"), an artificial intelligence ("AI") focused asset management company, today announced that it has entered into definitive agreements for a private $107 million cryptocurrency financing transaction (the "Financing") that will significantly expand its digital asset holdings, strengthen its balance sheet, and position the Company for long-term growth in decentralized AI.

Investors in the Financing contributed an aggregate of 142,232,948 native tokens of the Zero Gravity (0G) blockchain (the "0G Tokens") to Texas Blocker Corp., a Texas corporation formed by ZeroStack to facilitate the Financing ("Texas Blocker"), in exchange for an aggregate of 9,104,614 shares of common stock of Texas Blocker (the "Texas Blocker Shares"), which will be exchanged on a one-for-one basis for ZeroStack Shares (as defined below). The aggregate fair market value of the contributed 0G Tokens was deemed to be $107 million in accordance with a mutually agreed valuation. The Financing was done at a deemed price of $11.7931 per ZeroStack Share.

Concurrently, the investors, Texas Blocker and ZeroStack entered into a share exchange agreement pursuant to which ZeroStack will issue an aggregate of 9,104,614 common shares (including pre-funded warrants) of the Company (the "ZeroStack Shares") in exchange for all of the issued and outstanding Texas Blocker Shares, upon receipt of shareholder approval of both ZeroStack and Texas Blocker (the "Exchange"). Prior to the Exchange, under the terms of a unanimous stockholders' agreement, holders of Texas Blocker Shares are not permitted to transfer any Texas Blocker Shares, subject to limited exceptions.

Upon closing of the Exchange, which is expected to occur on or around July 5, 2026, Texas Blocker will become a wholly-owned subsidiary of ZeroStack and ZeroStack expects to hold approximately 21% of the total supply of the 0G Tokens, establishing one of the largest strategic positions in the 0G Token ecosystem.

The Exchange is subject to customary closing conditions, including approval of shareholders of ZeroStack to approve the issuance of ZeroStack Shares under applicable Nasdaq Stock Market rules and approval of the stockholders of Texas Blocker by written consent resolution. ZeroStack has agreed to file a re-sale registration statement on Form S-3 registering the ZeroStack Shares to be issued in the Exchange.

In connection with the Financing, the Company also announced:

the extinguishment of the 0G Token-denominated convertible note held by Zero Gravity Labs Inc. pursuant to a note settlement agreement executed concurrently with the definitive agreements for the Financing, resulting in the Company becoming debt-free; and

the plan to redomicile from its current jurisdiction of incorporation, the Province of Ontario, to the State of Texas, which remains subject to approval of shareholders of the Company.

There can be no assurance that the requisite shareholder approvals will be obtained and that the customary closing conditions will be satisfied for either the Exchange or the planned redomicile or that that the Financing will be completed as proposed.

Strategic Transformation

The $107 million cryptocurrency financing is expected to materially strengthen the Company's balance sheet while transforming it into a leading public vehicle for AI-native exposure. By securing a significant ownership stake in the 0G Token ecosystem, the Company aims to combine long-term token appreciation potential with recurring staking rewards.

"This transaction marks a defining milestone in our evolution as a public company," said Daniel Reis-Faria, Chief Executive Officer of ZeroStack. "By investing in approximately 21% of the total 0G token supply, we are establishing a strategic position in what we believe is foundational infrastructure for decentralized AI. We are not merely investing in a token — we are investing in the future architecture of distributed intelligence."

Mr. Reis-Faria continued, "Simultaneously, we are strengthening our balance sheet by eliminating our convertible debt, positioning the Company to operate debt-free, and planning to redomicile to Texas — a jurisdiction that is supportive of digital assets and innovation. Together, these actions align our capital structure, regulatory framework, and asset strategy around a unified AI-focused vision."

AI-Focused Asset Management Strategy

The Company's strategy centers on building a diversified portfolio of AI-enabling digital assets and infrastructure positions designed to generate both capital appreciation and recurring income. The 0G token position is expected to serve as a cornerstone of this strategy, providing exposure to decentralized computing and AI data infrastructure.

Management believes that the convergence of blockchain and AI represents one of the most significant technological transformations of the coming decade. Through this transaction, the Company aims to offer public market investors direct exposure to that growth via a Nasdaq-listed platform.